SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2001
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM
____________________________________TO ___________________________________
COMMISSION FILE NUMBER
CASTLE HILL ASSOCIATES, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-4118626
- ------------------------------- -------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
50 BROADWAY, SUITE 2300, NEW YORK, N.Y. 10004
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 785-6200
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act during the past 12 months
(or such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
At January 31, 2001, there were issued and outstanding 1,000,000 shares
of Common Stock.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
PAGE
----
Part I - Financial Information
Item 1. Financial Statements
Condensed Balance Sheets
January 31, 2001 (Unaudited) and April 30, 2000 2
Condensed Statements of Operations
Three and Nine Months Ended January 31, 2001 and Period from April 12, 2000
(Date of Inception) to January 31, 2001 (Unaudited) 3
Condensed Statements of Changes in Stockholders' Equity (Deficiency)
Nine Months Ended January 31, 2001 and Period from April 12, 2000
(Date of Inception) to January 31, 2001 (Unaudited) 4
Condensed Statements of Cash Flows
Nine Months Ended January 31, 2001 and Period from April 12, 2000
(Date of Inception) to January 31, 2001 (Unaudited) 5
Notes to Condensed Financial Statements 6-8
Item 2. Management's Discussion and Analysis or Plan of Operation 9-11
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
1
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
JANUARY 31, 2001 AND APRIL 30, 2000
January April
ASSETS 31, 2001 30, 2000
------ ---------- --------
(Unaudited) (Note 2)
Current assets - cash $ 400 $ 400
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------------
Liabilities - accounts payable $ 2,164 $ --
-------- --------
Stockholders' equity (deficiency):
Preferred stock, $.0001 par value; 20,000,000 shares
authorized; none issued -- --
Common stock, $.0001 par value; 100,000,000 shares
authorized; 1,000,000 (as adjusted for a 1-for-4 reverse
split effected in January 2001) issued and outstanding 100 100
Additional paid-in capital 52,378 300
Deficit accumulated during the development stage (54,242)
-------- --------
Total stockholders' equity (deficiency) (1,764) 400
-------- --------
Totals $ 400 $ 400
======== ========
See Notes to Condensed Financial Statements.
2
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED JANUARY 31, 2001 AND PERIOD FROM
APRIL 12, 2000 (DATE OF INCEPTION) TO JANUARY 31, 2001
(Unaudited)
Period
Three Nine from
Months Months April 12,
Ended Ended 2000 to
January January January
31, 2001 31, 2001 31, 2001
----------- ----------- -----------
Revenues $ -- $ -- $ --
General and administrative expenses 1,068 54,242 54,242
----------- ----------- -----------
Net loss $ (1,068) $ (54,242) $ (54,242)
=========== =========== ===========
Basic net loss per common share $ -- $ (.05)
=========== ===========
Basic weighted average common shares outstanding
(as adjusted for a 1-for-4 reverse stock split effected
in January 2001) 1,000,000 1,000,000
=========== ===========
See Notes to Condensed Financial Statements.
3
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
NINE MONTHS ENDED JANUARY 31, 2001 AND PERIOD FROM APRIL 12, 2000
(DATE OF INCEPTION) TO JANUARY 31, 2001
(Unaudited)
Deficit
Accumulated
Preferred Stock Common Stock Additional During the
------------------------ ----------------------- Paid-in Develop-
Shares Amount Shares Amount Capital ment Stage Total
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance, April 12, 2000 (date of
inception) -- $ -- -- $ -- $ -- $ -- $ --
Proceeds from issuance of
common stock (as adjusted
for a 1-for-4 reverse stock
split effected in January
2001) 1,000,000 100 300 400
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance, April 30, 2000 -- -- 1,000,000 100 300 -- 400
Capital contribution 52,078 52,078
Net loss (54,242) (54,242)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance, January 31, 2001 -- $ -- 1,000,000 $ 100 $ 52,378 $ (54,242) $ (1,764)
========== ========== ========== ========== ========== ========== ==========
See Notes to Condensed Financial Statements.
4
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JANUARY 31, 2001 AND PERIOD FROM APRIL 12, 2000
(DATE OF INCEPTION) TO JANUARY 31, 2001
(Unaudited)
Period
Nine from
Months April 12,
Ended 2000 to
January January
31, 2001 31, 2001
-------- --------
Operating activities:
Net loss $(54,242) $(54,242)
Expenses paid by stockholder 52,078 52,078
Accounts payable 2,164 2,164
-------- --------
Net cash provided by operating activities -- --
Financing activities - proceeds from sale of common stock 400
-------- --------
Net increase in cash -- 400
Cash, beginning of period 400 --
-------- --------
Cash, end of period $ 400 $ 400
======== ========
See Notes to Condensed Financial Statements.
5
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Operations and business risk factors:
Castle Hill Associates, Inc. (the "Company") was incorporated on
April 12, 2000 to seek, investigate and, if such investigation
warrants, acquire an interest in a business entity which desires
to seek the perceived advantages of a corporation which has a
class of securities registered under the Securities Act of 1933.
Generally, an issuer who has registered securities under the
Securities Act of 1933 becomes subject to the periodic and
annual reporting requirements of the Securities Act of 1934 (and
is often referred to as a "reporting company"). The Company will
not restrict its search to any specific business industry or
geographical location and the Company may participate in a
business venture of virtually any kind or nature. Management
anticipates that it will be able to participate in only one
potential business venture because the Company has nominal
assets and limited financial resources. This lack of
diversification should be considered a substantial risk to the
stockholders of the Company because it will not permit the
Company to offset potential losses from one venture against
potential gains from another.
The Company may seek a business opportunity with entities which
have recently commenced operations, or that wish to utilize the
public marketplace in order to raise additional capital in order
to expand into new products or markets, develop a new product or
service or for other corporate purposes.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and
extremely risky. Management believes (but has not conducted any
research to confirm) that there are business entities seeking
the perceived benefits of a company having a class of securities
registered under the Securities Act of 1933. Such perceived
benefits may include facilitating or improving the terms on
which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key
employees, increasing the opportunity to use securities for
acquisitions, providing liquidity for stockholders and other
factors. Business opportunities may be available in many
different industries and at various stages of development, all
of which will make the task of comparative investigation and
analysis of such business opportunities difficult and complex.
The Company has, and will continue to have, no capital with
which to provide the owners of business entities with any cash
or other assets. The Company relies exclusively on its
stockholders for liquidity and will only be able to continue as
a going concern with the financial support of its stockholders.
However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a
controlling ownership interest in a reporting company without
incurring the cost and time required to conduct an initial
public offering. Management has not conducted market research
and is not aware of statistical data to support the perceived
benefits of a business combination for the owners of a target
company.
6
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 2 - Unaudited interim financial statements:
The Company had not conducted any commercial operations through
January 31, 2001 and, accordingly, it was in the development
stage as of that date. Management does not expect the Company to
generate any revenues until such time that an acquisition of an
operating company is consummated, if ever.
In the opinion of management, the accompanying unaudited
condensed financial statements reflect all adjustments,
consisting of normal recurring accruals, necessary to present
fairly the financial position of the Company as of January 31,
2001, and its results of operations for the three and nine
months ended January 31, 2001 and the related cumulative amounts
for the period from April 12, 2000 (date of inception) to
January 31, 2001 and the changes in stockholders' equity
(deficiency) and cash flows for the nine months ended January
31, 2001 and the related cumulative amounts for the period from
April 12, 2000 (date of inception) to January 31, 2001.
Information included in the condensed balance sheet as of April
30, 2000 has been derived from, and certain terms used herein
are defined in, the audited financial statements of the Company
as of April 30, 2000 and for the period from April 12, 2000
(date of inception) to April 30, 2000, (the "Audited Financial
Statements") included in the Company's Registration on Form
10-SB (the "Form 10-SB") for the period ended April 30, 2000
that was previously filed with the United States Securities and
Exchange Commission (the "SEC"). Pursuant to the rules and
regulations of the SEC, certain information and disclosures
normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United
States of America have been condensed or omitted from these
condensed financial statements unless significant changes have
taken place since the end of the most recent fiscal year.
Accordingly, these unaudited condensed financial statements
should be read in conjunction with the Audited Financial
Statements and the other information also included in the Form
10-SB.
Note 3 - Net earnings (loss) per share:
The Company presents basic earnings (loss) per share and, if
appropriate, diluted earnings per share in accordance with the
provisions of Statement of Financial Accounting Standards No.
128, "Earnings per Share." Basic earnings (loss) per common
share is calculated by dividing net income or loss by the
weighted average number of common shares outstanding during the
period. The calculation of diluted earnings per common share is
similar to that of basic earnings per common share, except that
the denominator is increased to include the number of additional
common shares that would have been outstanding if all
potentially dilutive common shares, such as those issuable upon
the exercise of stock options, were issued during the period.
Diluted per share amounts have not been presented in the
accompanying unaudited condensed statements of operations
because the Company did not have any potentially dilutive common
shares outstanding during the three and nine months ended
January 31, 2001 and the period from April 12, 2000 (date of
inception) through January 31, 2001.
7
CASTLE HILL ASSOCIATES, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 3 - Net earnings (loss) per share (concluded):
The 1,000,000 weighted average shares outstanding for the three
and nine months ended January 31, 2001 shown in the accompanying
statements of operations have been retroactively adjusted for a
1-for-4 reverse stock split that was effected on January 11, 2001
(see Note 4).
Note 4 - Reverse stock split:
On December 21, 2000, the stockholders approved a 1-for-4 reverse
stock split that was effected on January 11, 2001. All share and
per share amounts have been retroactively restated to give effect
to the reverse stock split.
Note 5 - Related party transactions:
The Company has entered into an agreement with Capital Advisory
Partners, LLC ("CAP") pursuant to which CAP will supervise the
search for potential target companies for a business
combination. CAP owns 800,000 shares of the Company's common
stock. The agreement will continue until such time that the
Company has consummated a business combination. CAP has agreed
to pay all expenses of the Company without repayment until such
time that a business combination is consummated, if ever. In the
three and nine months ended January 31, 2001, CAP incurred
expenses on behalf of the Company totaling $1,068 and $54,242,
respectively (it did not incur any such expenses prior to that
period) and, accordingly, the Company recorded a charge to
operations and a contribution to capital in that amount, when
CAP paid these expenses.
CAP has entered into agreements, and anticipates that it will
enter into other agreements, with other consultants to assist it
in locating a potential target company and CAP may share its
stock in the Company with, or grant options on such stock to,
such referring consultants and may make payment to such
consultants from its own resources. There is no minimum or
maximum amount of stock, options or cash that CAP may grant or
pay to such consultants. CAP is solely responsible for the costs
and expenses of its activities in seeking a potential target
company, including any agreements with consultants, and the
Company has no obligation to pay any costs incurred or
negotiated by CAP.
CAP anticipates that it may seek to locate a target company
through solicitation. Such solicitation may include newspaper or
magazine advertisements, mailings and other distributions to law
firms, accounting firms, investment bankers, financial advisors
and similar persons, the use of one or more World Wide Web sites
and similar methods. No estimate can be made as to the number of
persons who may be contacted or solicited. As of January 31,
2001, CAP had not made any solicitations and did not anticipate
that it would do so. CAP expects to rely on consultants in the
business and financial communities for referrals of potential
target companies.
Patricia A. Meding, who is the sole officer and director of the
Company, is the sole officer, director and controlling
stockholder of CAP.
8
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the condensed
financial statements and notes thereto appearing elsewhere in this report.
OVERVIEW
Castle Hill Associates, Inc. (the "Company") was incorporated on April
12, 2000 under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers and
acquisitions. The Company has been in the developmental stage since inception
and has no operations to date other than issuing shares to its original
shareholders.
The Company will attempt to locate and negotiate with a business entity
for the combination of that target company with the Company. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended.
The Company has been formed to provide a method for a foreign or
domestic private company to become a reporting ("public") company with a class
of registered securities. The proposed business activities described herein
classify the Company as a "blank check" company.
PLAN OF OPERATION
The Company is a blank check company whose plan of operation over the
next twelve months is to seek and, if possible, acquire an operating business or
valuable assets by entering into a business combination. The Company will not be
restricted in its search for business combination candidates to any particular
geographical area, industry or industry segment, and may enter into a
combination with a private business engaged in any line of business, including
service, finance, mining, manufacturing, real estate, oil and gas, distribution,
transportation, medical, communications, high technology, biotechnology or any
other. Management's discretion is, as a practical matter, unlimited in the
selection of a combination candidate. Management of the Company will seek
combination candidates in the United States and other countries, as available
time and resources permit, through existing associations and by word of mouth.
This plan of operation has been adopted in order to attempt to create value for
the Company's shareholders. For further information on the Company's plan of
operation and business, please consult the Company's registration statement on
Form 10SB-12G available on the EDGAR system of the U.S. Securities and Exchange
Commission.
The Company does not intend to do any product research or development.
The Company does not expect to buy or sell any real estate, plant or equipment
except as such a purchase might occur by way of a business combination that is
structured as an asset purchase, and no such asset
9
purchase currently is anticipated. Similarly, the Company does not expect to add
additional employees or any full-time employees except as a result of completing
a business combination, and any such employees likely will be persons already
then employed by the company acquired.
The Company has not engaged in any negotiations with any specific
entity regarding the possibility of a business combination with the Company. The
Company has entered into an agreement with Capital Advisory Partners, LLC, a
shareholder of the Company, to supervise the search for target companies as
potential candidates for a business combination. The agreement will continue
until such time as the Company has effected a business combination. Capital
Advisory Partners, LLC has agreed to pay all expenses of the Company without
repayment until such time as a business combination is effected. Patricia A.
Meding, who is the sole officer and director of the Company, is the sole officer
and director and controlling shareholder of Capital Advisory Partners, LLC.
Capital Advisory Partners, LLC may only locate potential target
companies for the Company and is not authorized to enter into any agreement with
a potential target company binding the Company. The Company's agreement with
Capital Advisory Partners, LLC is not exclusive and Capital Advisory Partners,
LLC has entered into agreements with other companies similar to the Company on
similar terms. Capital Advisory Partners, LLC may provide assistance to target
companies incident to and following a business combination, and receive payment
for such assistance from target companies.
Capital Advisory Partners, LLC anticipates that it may seek to locate a
target company through solicitation. Such solicitation may include newspaper or
magazine advertisements, mailings and other distributions to law firms,
accounting firms, investment bankers, financial advisors and similar persons,
the use of one or more World Wide Web sites and similar methods. No estimate can
be made as to the number of persons who may be contacted or solicited. To date
Capital Advisory Partners, LLC has not made any solicitations, does not
anticipate that it will do so, and expects to rely on referrals from consultants
in the business and financial communities for referrals of potential target
companies.
COMPETITION. The Company will be in direct competition with many
entities in its efforts to locate suitable business opportunities. Included in
the competition will be business development companies, venture capital
partnerships and corporations, small business investment companies, venture
capital affiliates of industrial and financial companies, broker- dealers and
investment bankers, management and management consultant firms and private
individual investors. Most of these entities will possess greater financial
resources and will be able to assume greater risks than those which the Company,
with its limited capital, could consider. Many of these competing entities will
also possess significantly greater experience and contacts than the Company's
Management. Moreover, the Company also will be competing with numerous other
blank check companies for such opportunities.
EMPLOYEES. The Company has no employees nor are there any other persons
other than Ms. Meding who devote any time to its affairs. It is not expected
that the Company will have employees except as a result of completing a
combination.
RESULTS OF OPERATIONS
During the nine and three months ended January 31, 2001, the Company
incurred a net loss of $54,242 and $1,068 respectively. This was due to
general and administrative expenses,
10
including professional fees, incurred by the Company in connection with its
formation, the filing of a registration statement on Form 10-SB and other
Filings under the Securities Exchange Act of 1934 (the "Exchange Act"). The
Company paid no rent or salaries and had no other operations during the
aforementioned periods or since inception.
LIQUIDITY and CAPITAL RESOURCES
The Company had $400 cash on hand at the end of the quarter and had no
other assets to meet ongoing expenses or debts that may accumulate. Since
inception, the Company has accumulated a deficit (net loss) of $54,242.
The Company has no commitment for any capital expenditure and
foresees none. However, the Company will incur routine fees and expenses
incident to its reporting duties as a public company, and it will incur
expenses in finding and investigating possible acquisitions and other fees
and expenses in the event it makes an acquisition or attempts but is unable
to complete an acquisition. The Company's cash requirements for the next
twelve months are relatively modest, principally accounting expenses and
other expenses relating to making filings required under the Exchange Act,
which should not exceed $10,000 in the next twelve months. Any travel, lodging
or other expenses which may arise related to finding, investigating and
attempting to complete a combination with one or more potential acquisitions
could also amount to thousands of dollars.
The Company will only be able to pay its future debts and meet
operating expenses by raising additional funds, acquiring a profitable company
or otherwise generating positive cash flow. As a practical matter, the Company
is unlikely to generate positive cash flow by any means other than acquiring a
company with such cash flow. Capital Advisory Partners, LLC has agreed to pay
all expenses of the Company without repayment until such times as a business
combination is effected. However, it is not certain that Capital Advisory
Partners, LLC will be financially able to do so. The Company has no intention of
borrowing money to reimburse or pay salaries to any officer, director or
shareholder of the Company or their affiliates. There currently are no plans to
sell additional securities of the Company to raise capital, although sales of
securities may be necessary to obtain needed funds. The Securities and Exchange
Commission and certain states have enacted statutes, rules and regulations
limiting the sale of securities of blank check companies. The Company does not
plan to issue or sell any shares or take any efforts to cause a market to
develop in the Company's securities until such time as the Company has
successfully implemented its business plan and it is no longer classified as a
blank check company.
Should Capital Advisory Partners, LLC or other shareholders refuse to
advance needed funds, however, the Company would be forced to turn to outside
parties to either loan money to the Company or buy the Company's securities.
There is no assurance that the Company will be able to raise necessary funds
from outside sources. Such a lack of funds could result in severe consequences
to the Company, including among others:
(1) failure to make timely filings with the SEC as required by
the Exchange Act;
(2) curtailing or eliminating the Company's ability to locate
and perform suitable investigations of potential acquisitions; or
(3) inability to complete a desirable acquisition due to lack of funds
to pay legal and accounting fees and acquisition-related expenses.
11
The Company hopes to require potential candidate companies to deposit
funds with the Company that it can use to defray professional fees and travel,
lodging and other due diligence expenses incurred by the Company's management
related to finding and investigating a candidate company and negotiating and
consummating a business combination. There is no assurance that any potential
candidate will agree to make such a deposit.
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in the section captioned Management's Discussion and
Analysis of Financial Condition and Results of Operations which are not
historical are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the
Company's present expectations or beliefs concerning future events. The Company
cautions that such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.
12
PART II
OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITIES
Effective January 11, 2001 , the Company's common stock was
subjected to a one-for-four reverse stock split. As a result, every four shares
of common stock that was outstanding was combined into one new share of common
stock. No change in the $.0001 par value resulted from the reverse stock split.
ITEM 3 - DEFAULT IN SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On December 21, 2000, the Company received unanimous written
consent from the holders of the outstanding shares of Common Stock (4,000,000
shares represented) in which the shareholders voted and approved certain actions
as follows:
(i) the adoption of an amendment to the Company's Certificate of
Incorporation to effectuate a reverse stock split of
one-for-four of the Company's outstanding stock, which the
board of directors authorized and effectuated in the best
interests of the Company and its shareholders; and
(ii) the authorization of the board of directors of the Company to
effectuate an Agreement and Plan of Merger (the "Merger
Agreement"), between the Corporation and iFARM Network Inc.,
("iFARM") a Delaware corporation.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) See Exhibit List.
(b) None.
13
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
CASTLE HILL ASSOCIATES, INC.
By: /s/ Patricia Meding
--------------------
Patricia Meding
President
Date: March 21, 2001
In accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the Company in the capacities set forth and on
the dates indicated.
Signature Position Date
By:/s/ Patricia Meding President and Director March 21, 2001
-------------------
Patricia Meding
Exhibit Number Description of Document
- -------------- -----------------------
3 Certificate of Amendment to Certificate of Incorporation
14